1 1 CONSTITUTION FOR WESTERN AUSTRALIAN HOCKEY ASSOCIATION (INC) (adopted as at ) (amended as at ) (amended as at ) (amended as at ) (amended as at ) (amended as at ) (amended as at ) 1. NAME The name of the Association is Western Australian Hockey Association (Inc). 2. DEFINITIONS AND INTERPRETATIONS 2.1 Definitions In this Constitution: "Act" means the Associations Incorporation Act 1987 (Western Australia); Appointed Directors means the Appointed Directors of the Association appointed pursuant to clauses 9 and 10; "Annual General Meeting" means the meeting referred to in sub-clause 8.1; Association means Western Australian Hockey Association (Inc); "Associate Members" means Associate Members referred to in clause 5.4; "Board" means the Board of Directors referred to in clause 9; "Clubs" means Hockey Clubs referred to in clause 5.2; "Council" means the Council of the Association as referred to in clause 7; "Council Meeting" means the meetings referred to in clause 8; Elected Directors means the Elected Directors of the Association elected pursuant to clauses 9 and 10 and includes the President and Vice President; "Financial Year" means the period referred to in clause 12.1; "Honorary Life Members" means Honorary Life Members referred to in clause 5.5; "Honorary Members" means Honorary Members referred to in clause 5.6; "Member" means a member of the Association referred to in clause 5; President means the President appointed pursuant to clauses 9; "Regional Associations" means the Regional Associations and Country Associations referred to in clause 5.3; \
2 2 Replacement Directors means the Replacement Directors of the Association appointed pursuant to clause 9; Rule means a Rule made pursuant to clause 18; "Special Council Meeting" means the meeting referred to in clause 8.2; "State" means the State of Western Australia; Tribunal means the Protests and Disputes Tribunal referred to in clause 19; Vice President means the Vice President appointed pursuant to clause 9; WAWHA means The Western Australian Women s Hockey Association (Incorporated). 2.2 Interpretation In this Constitution unless the context indicates a contrary intention: words importing the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa); any words or expressions defined in the Act shall have the same meanings in this Constitution; a reference to any legislation or to any section or provision thereof includes any statutory modification or re-enactment or any statutory provision substituted for it, and ordinances, by-laws, local laws, regulations, and other statutory instruments issued thereunder. 3. OBJECTS The Objects of the Association shall be: (d) (e) To foster, promote, market and control the game of hockey in the State; To promote, market, conduct and control international, interstate and inter club matches and tours of teams, clubs, associations, State and National bodies; To publish or join with any person in producing or publishing through any medium material relating to the game of hockey or calculated directly or indirectly to benefit the game of hockey; To lay out, construct, build, erect, alter or maintain upon the premises, for the time being belonging to or occupied by the Association, playing fields, grandstands, changing rooms and other buildings and improvements incidental thereto, and to furnish, fit out and maintain the same for the use of the members of the Association or any of them, and if thought fit, provide all the necessary equipment appliances and conveniences therefor; To become affiliated with or subscribe to Hockey Australia or any other association or bodies whose objects are similar to the objects of the
3 3 Association and, if thought fit, to withdraw or retire from any such association or body; and Each of the objects shall be read as separate, distinct and severable, and not so as to limit the generality of each object. 4. POWERS Subject to this Constitution, the Association shall have the powers to do all such acts and things whether solely or in conjunction with any person, persons or body as may be considered incidental or conducive to the above objects, or any one of them. In particular, the Association shall have the powers to: (d) (e) (f) (g) (h) raise money by affiliation fees, registration fees, subscriptions, levies or otherwise; purchase, take on lease, exchange, hire or otherwise acquire any real or personal property; manage, develop, lease, sell, license or dispose of any property; borrow or raise upon loan any sum of money and for the purpose of securing payment thereof to execute or give any mortgages, charges, bonds, debentures, bills of exchange, promissory notes or other security over all or any of the property of the Association and to liquidate, redeem or pay off such obligations, such securities or any of them; enter into arrangements, joint ventures or partnerships with other parties; employ, pay and dismiss servants; engage, pay and dismiss contractors; invest the funds of the Association. 5. MEMBERSHIP 5.1 Membership Categories The Association shall have the following membership categories: (d) (e) Clubs; Regional Associations; Associate Members; Honorary Life Members; and Honorary Members.
4 4 5.2 Clubs Clubs who are members of the Association or members of WAWHA as at the date this Constitution is adopted and any Club which is subsequently accepted by the Board shall be members of the Association. 5.3 Regional Associations Regional Associations who are members of WAWHA and Country Associations who are members of WAHA as at the date this Constitution is adopted and any Regional Association which is subsequently accepted by the Board shall be members of the Association; 5.4 Associate Members Bodies or groups who are not eligible for membership as a Club or Regional Association and whose objects include the fostering promotion or control of the game of hockey; Persons who are not members of any Club, or Regional Association, may by resolution of the Board be admitted as an Associate Member. The Board may at any time by resolution cancel the membership of an Associate Member. 5.5 Honorary Life Members Those persons who are life members of WAWHA shall be admitted as Honorary Life Members of the Association. Any person who has rendered outstanding service to Hockey over a period of many years may be elected by Council at an Annual General Meeting as an Honorary Life Membership of the Association. A recommendation for Honorary Life Membership must be made in writing to the Association and signed by a proposer and seconder. It must be received at least 28 days prior to the Annual General Meeting. If the nomination is approved by the Board it shall be included in the agenda for the Annual General Meeting of the Association. 5.6 Honorary Members A person may by resolution of the Board be admitted as an Honorary Member of the Association. The Board may at any time by resolution cancel the membership of an Honorary Member. 6. TERMINATION OF MEMBERSHIP Membership of the Association will cease: On the resignation or death of a member; On the winding up or dissolution of a member; By resolution of Council carried by at least three-fourths majority of those present and entitled to vote at the Council meeting. The resolution will be of no effect unless 21 days prior written notice is given to the member;
5 5 (d) (e) If a Club fails to nominate at least one team in a competition conducted by the Association; If a Club or Regional Association has failed to pay all of its affiliation fees or levies due for the previous financial year. 7. COUNCIL The Council shall have ultimate authority over the affairs of the Association and has power: (d) (e) (f) to determine the broad objectives and policies of the Association; to review the performance of the Board and the Association; to elect the Elected Directors; to approve Constitutional changes and to make, alter and rescind Rules made thereunder; to amend, alter or rescind any decision made by the Board; and to determine affiliation fees and to impose such levies as considered necessary. 8. MEETINGS OF COUNCIL 8.1 Council Meetings The Council shall be comprised of the Elected and Appointed Directors and a representative from each Club and Regional Association. The President for the time being of a Club or Regional Association shall be the representative of that Club or Regional Association. If the President is not present then the Secretary for the time being of the Club or Regional Association shall be the representative for that Club or Regional Association. In the event that the President or Secretary of a Club or Regional Association is not present then the Club or Regional Association may be represented by a proxy. A proxy must be in writing and must be signed by the President or Secretary for the time being of the Club or Regional Association. The proxy must be lodged at the office of the Association at least three days prior to the date of a meeting, provided always that the meeting may approve a proxy which is not lodged within that time. The proxy must be in favour of either: (i) a current financial member of that Club or Regional Association. The meeting may require evidence that the person is a current financial member of that Club or Regional Association before the proxy is (ii) accepted, or the President or Secretary for the time being of another Club or Regional Association An Elected or Appointed Director shall not act as a proxy and a person cannot act as a proxy for more than one Club or Regional Association. The proxy shall expire at the conclusion of the meeting.
6 6 (d) (e) (f) (g) There shall be an Annual General Meeting of the Council which shall be held each year between the 1 January and the 30 April. Members will be given 42 days notice in writing of the date fixed for the Annual General Meeting. If the accounts of the Association are not presented to the Annual General Meeting then the meeting shall be adjourned to a date to be determined by the Board. The President shall chair all meetings of Council. In the absence of the President the Vice President shall chair the meeting of Council. In the absence of both the President and Vice President a member of the Board nominated from the floor of the meeting, shall chair the meeting of Council. The Elected Directors, Appointed Directors, Associate Members, Honorary Life Members and Honorary Members shall be entitled to attend, to speak at and to move and second motions at Council Meetings, but shall not be entitled to a vote. Other than in the case of the elections of Elected Directors each Club and Regional Association shall be entitled to one vote. In the event of an equality of votes then the chairman of the meeting of the Council shall be entitled to a casting vote. At least three meetings of Council shall be held each year. The agenda for the meeting of Council shall be circulated at least seven days prior to the date of the meeting. 8.2 Special Council Meetings A Special Council Meeting may be called at the discretion of the Board; A Special Council Meeting shall be convened on the written request of any three Clubs or Regional Associations; at least 21 days written notice shall be given to all Clubs and Regional Associations of the date place and time of a Special Council Meeting and of the business to be transacted at the meeting. Only the business for which the meeting has been called will be considered at the Special Council Meeting. 8.3 Quorum A Quorum for all Council Meetings (other than as referred to in paragraph of this sub rule) shall be representatives from one third of the Clubs and Regional Associations entitled to vote, disregarding any fractions. in the case of the Annual General Meeting, if within 30 minutes of the time appointed for the meeting a quorum is not present, then the meeting shall stand adjourned to the same day in the following week at the same time and place or to such other place as the Board may determine, and if at the adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting, the members then present shall constitute a quorum.
7 7 in any other case, if within 30 minutes of the time appointed for the meeting a quorum is not present, the meeting shall be dissolved. 8.4 Awards of Merit With the prior approval of a resolution of the Board the Council may by ordinary resolution confer Awards of Merit to such persons as it considers have contributed meritorious service to Hockey. 9. BOARD OF DIRECTORS 9.1 Board As from the date of the Annual General Meeting next following the date which this Constitution is adopted (2007), the Board shall be comprised of seven Elected Directors (of which the Vice President shall be appointed from) and one Appointed Director. At the second Annual General Meeting next following that Annual General Meeting (2008), the Board shall be comprised of five Elected Directors (of which the President and Vice President shall be appointed from) and three Appointed Directors. The term for an Elected Director and an Appointed Director shall be for two years from election or appointment except as provided in clauses 9.3 and 9.4. The Board shall seek to appoint the Appointed Director/s at the Board meeting immediately following the AGM. The Appointed Director s term shall expire at the second subsequent AGM except as provided in clauses 9.3 and 9.4. The President shall be elected by the Board at the Board meeting immediately following the AGM for a two year term (other than as provided for in clause 9.5). The two year term shall commence at the Board meeting immediately following the AGM and shall expire at the second subsequent AGM except as provided in clause 9.3. Only an Elected Director shall be eligible to be appointed as President. The President shall be elected by simple majority vote. The Vice President shall be elected by the Board at the Board meeting immediately following the AGM for a two year term (other than as provided for in clause 9.5). The two year term shall commence at the Board meeting immediately following the AGM and shall expire at the second subsequent AGM except as provided in clause 9.3. Only an Elected Director shall be eligible to be appointed as Vice President. The Vice President shall be elected by simple majority vote. 9.2 Elections As from the Annual General Meeting next following the date on which this Constitution is adopted (2007) four Director s positions shall become vacant (including the President), three shall become Elected Director s positions and one shall become an Appointed Director s position. At the second Annual General Meeting (2008) the remaining four Director s positions shall become vacant two shall become Elected Director s positions and two shall become Appointed Director s positions. 9.3 Removal
8 8 The Council may by resolution remove any Elected Director prior to the expiration of the Elected Director s term. The Board may by resolution remove any Appointed Director or Replacement Director prior to the expiration of the Appointed Director s or Replacement Director s term. The Board may by simple majority vote remove the President or Vice President from that position (not as an Elected Director from the Board) and may appoint a replacement President or Vice President at any time for the remainder of that term. 9.4 Vacancy of Director If the position of an Elected Director shall become vacant then the Board may appoint a person as a Replacement Director to fill the vacancy until the next following Annual General Meeting. If any part of that Elected Director s term still remains to run then an election shall be held at that Annual General Meeting for the balance of that original Elected Director s term. If the position of an Appointed Director shall become vacant then the Board may appoint a person as an Appointed Director to fill the vacancy for the balance of that original Appointed Director s term. 9.5 Vacancy of President or Vice President If the position of President or Vice President shall become vacant the Board may appoint a person as a Replacement Director until the next following Annual General Meeting (refer 9.4 Vacancy of Elected Director) and shall appoint one of the remaining Elected Directors to be the President or Vice President of the Association for the remainder of the term or for the remainder of the Elected Director s term. 9.6 Re-election An Elected or Appointed Director whose term has expired is eligible for re-election or re-appointment save for the maximum service for an Elected or Appointed Director is 10 years. Each term being two years, therefore a maximum of five terms if being served consecutively. If a person has not been a director for three consecutive years the 10 year maximum period will start again. The maximum 10 year term is counted by service as any of President, Vice President, Elected Director or Appointed Director. The maximum term includes service on the Boards of WAWHA and/or WAHA. 9.7 Leave of Absence (clause included 4 December 2005) The Board may grant leave of absence to an Elected Director or Appointed Director for a continuous period of not more than four (4) months. An Elected Director or Appointed Director shall not be granted leave of absence more than once in any calendar year. If an Elected Director or Appointed Director is granted leave of absence then the Board may appoint a person to fill that position during the period of the leave of absence.
9 10. ELECTION OF ELECTED DIRECTORS 10.1 Calling for Nominations 9 The Association shall call for nominations for Board elections at least forty two (42) days prior to the date of the Annual General Meeting Nomination A nomination must be signed by the nominee and proposed in writing by a President or Secretary of a Club or Regional Association or an Elected Director or Appointed Director of the Association and be lodged at the office of the Association at least twenty eight (28) days prior to the Annual General Meeting Notifying Clubs The Association shall notify each Club and Regional Association in writing of the nominations received at least fourteen (14) days prior to the Annual General Meeting Information on Candidates 10.5 Voting Each nomination should include information concerning the candidates and such information shall be circulated with the list of nominations. In each election for the positions of Elected Director the number of votes which each Club shall have will be dependent upon the number of senior teams which the Club had in the immediately preceding metropolitan winter competition and the number of votes which each Regional Association shall have shall be dependent upon the number of teams which played in the last winter competition conducted by the Regional Association. The number of votes is as follows: 1 to 8 teams = 1 vote 9 to 16 teams = 2 votes 17 or more teams = 4 votes No other person may vote. A Club or Regional Association which is unfinancial shall not be entitled to vote Secret Ballot Where the number of nominations for Elected Directors, is greater than the number of positions to be elected, voting shall be by secret ballot. Voting shall be recorded on the ballot papers by placing the figure 1 opposite the first preference, the figure 2 opposite the second preference and so on. All candidates must be given a number or the voting paper shall be invalid. The scrutineers (two or more) to be appointed by the Chairman of the meeting shall tally the votes. The candidate with the lowest tally shall be elected first, the candidate with the next lowest tally shall be elected next and so on as necessary. In the event of a tied vote then the Chairman of the meeting shall have a casting vote.
10 No More Than 2 Elected Directors or Appointed Directors From Same Club or Regional Association At no time can there be more than two Board members (Elected Directors or Appointed Directors) from the same Club or Regional Association. A person cannot stand for election when (if that person was elected) it must result in there being more than two people on the Board from the same Club or Regional Association. If two or more people from the same Club or Regional Association nominate for the Board then only so many of them can be elected or appointed as will result in there being no more than two persons on the Board from the same Club or Regional Association. For the purposes of this rule a person shall be deemed to be from a Club if that person has been a member of that Club at any time during the preceding 3 years and a person shall be deemed to be from a Regional Association if that person was a member of a club which was a member of that Regional Association at any time during the preceding 3 years. 11. MEETINGS OF THE BOARD 11.1 Chair The President shall chair all meetings of the Board. In the absence of the President the Vice President shall chair the meeting. In the absence of both the President and Vice President the Board shall elect a Director to chair the meeting Quorum A quorum for all meetings of Directors is five. The Chairman of a meeting of the Board shall in the case of any equality votes have a deliberative and a casting vote Notice of Meetings Except in the case of urgent business seven (7) days notice of a meeting of the Board must be given to each Director Resolution Without Meeting A resolution of the Board may be carried without any need for a meeting of the Board if: the resolution is contained in a document; at least 6 of the Directors have consented in writing to the resolution; and notice of the proposed resolution has been given in writing to all Directors Frequency of Meetings The Board shall meet as often as shall be required to perform its responsibilities, but not less than 6 times per year Responsibilities of Board Except as otherwise provided by this Constitution and subject to any resolutions of the Council the Board shall be responsible for the control, management and administration of the affairs, property and funds of the Association.
11 Committees The Board may establish such committees as it thinks fit and confer on such committees such powers and authorities as it thinks fit. 12. FINANCE 12.1 Financial Year 12.2 The financial year of the Association shall commence on the 1 January each year and end on the 31 December of that year Application of Property The property and income of the Association shall be applied solely towards the promotion of the objectives of the Association, and no part of that property or income shall be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotion of those objects or purposes Bank Accounts The Association shall operate an account or accounts, into which shall be paid all funds of the Association Auditor The Association shall have an Auditor who shall be qualified to practice as a company auditor in the State who shall audit the Annual Statement of Accounts and Balance Sheet of the Association. The Auditor shall have the power to call for the production of all books of account, records and documents relative to the affairs of the Association. The Auditor shall be elected annually at the Annual General Meeting. A casual vacancy in this office may be filled by a resolution of the Council. 13. AFFILIATION FEES, LEVIES AND FINES 13.1 Affiliation Fees set by Council The affiliation fees and levies payable to the Association shall be determined by the Council. The affiliation fees and levies may be related to the number and grade of teams nominated by a Club or Regional Association Manner of Payment 13.3 Fines Affiliation fees, levies and fines shall be payable in accordance with the Rules of the Association. The Association may impose fines on the Clubs and Regional Associations in accordance with the Rules of the Association.
12 Late Payment In the event that a Club or Regional Association shall fail to pay its affiliation fees, levies or fines within the time specified for payment then it shall be deemed to be unfinancial and shall not be eligible to vote at any meeting of the Council until such times as all amounts have been paid in full. 14. CONSTITUTION 15. CEO This Constitution, or any part thereof, may be rescinded, added to or varied by resolution of and carried by three-quarters of those present and voting at a meeting of Council. At least 21 days written notice of the proposed resolution must be given to all Clubs and Regional Associations. The Association may engage a Chief Executive Officer on such terms as it thinks fit. The Chief Executive Officer will be responsible to the Board or as the Board directs. 16. PATRON The Council may from time to time appoint, subject to acceptance, a Patron or Patrons of the Association on the recommendation of the Board. 17. SEAL OF THE ASSOCIATION The Association shall have a Common Seal. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Board. The affixing of the Common Seal shall be attested by the signatures of any two members of the Board. 18. RULES 18.1 Making Rules The Board may, from time to time, make, alter and repeal the Rules of the Association. The Rules may relate to the playing of hockey or the affairs of the Association. The Rules may impose fines or other penalties for breach of the Rules Reporting The making, alteration or repeal of a Rule by the Board shall be reported to Clubs and Regional Associations within fourteen (14) days of the date of the meeting of the Board at which the making, alteration or repeal was made Council May Disallow The Council may disallow the making, alteration or repeal of a Rule by a resolution at any general or extraordinary meeting of Council called for such purpose carried by at least three-fourths majority of those present and entitled to vote at the Council meeting.
13 Binding on Members The Rules shall be binding on all members except to the extent that they are inconsistent with the Constitution. 19. PROTESTS AND DISPUTES TRIBUNAL There shall be a Protests and Disputes Tribunal of the Association. Membership of the Tribunal and its powers and authorities shall be set out in the Rules of the Association. 20. WINDING UP 20.1 Resolution The Association may be dissolved or wound up by a special resolution of members at any general or extraordinary meeting of Council called for such purpose Distribution of Surplus If upon the dissolution or winding up of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other association Incorporated under the Act having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members. 21. INDEMNITY Every director, auditor, employee and volunteer of the Association shall be indemnified out of the property of the Association against any liability incurred by that person in the capacity of director, auditor, employee or volunteer in defending any proceedings, whether civil or criminal in which judgment is given in favour of that person or in which that person is acquitted.